Fog of War
by Moczo
Summary: An 'Agents of Beacon' story. After an agent in the field is murdered and his partner wounded, Director Ozpin sends his four brightest field agents to seek the culprit and make them pay. But if a seemingly random assault is in fact the start of a war, the chaos can hide a deadly surprise...


**Fog of War**

**(*)**

Agents of Beacon did not run like other people.

Where a normal young lady in her position would most likely have been panicking horribly, what with the long slashes that lined her right arm, hanging uselessly at her side, Marilla Azuline kept an outward aura of as much calm as could be expected. Her sidearm clenched in her teeth, she tied the makeshift tourniquet as she sprinted down the empty streets, trying to fight dizziness and keep her eyes on the rooftops at the same time.

Her partner hadn't kept his gaze upwards, and it had cost him.

Realistically, Marilla knew she couldn't make a fight of it. Her partner, Antony, had been a lion Faunus, built and bred for combat. He had been the muscle, she was the brains, the public face, the _subtle _one. If he had gone down, she didn't stand a chance in combat with this thing. The best she could do was make it back to Beacon, or at least somewhere she could safely contact HQ. Tell them to send Xiao Long and every other heavy hitter they could get their hands on, and burn half the city down if they needed to. This one was...

Something scrabbled on the concrete behind her.

With a single smooth motion, Marilla spun and sent her weapon into her hand, firing three rounds that rang out through the eerie silence of the night. She hit nothing but air, not so much as a cat behind her.

_Fuck, _she thought, wincing as the recoil aggravated the barely-treated wounds on her other arm. _It's toying with me. _

She broke into a sprint again, choosing a direction at random, looking as she did for any buildings that had lights on, anything that suggested there might be people inside. It was a predator of opportunity; all the victims she and her partner had come to investigate had been taken at night, and alone. Whatever it was, despite it's power, it did not seek attention. If she could get to an occupied building, get as many people around her as possible, it might give up the hunt, even if only for long enough to get a message out...

Again, something scrabbled behind her. She ignored it, sprinting toward the building she had spotted at the end of the block. An apartment of some kind, she wagered, and the door was still unlocked. All she needed to do was get inside and she was home free. Nothing behind her, she cast a glance up at the rooftops and saw nothing...

An arm wider around than her waist, greasy dark fur coating a layer of thick scales, smashed up through the asphalt of the road like it was no harder than paper, and wrapped around her leg, crushing the limb with an audible snap.

She didn't even have time to scream before being pulled under.

_**The next day...**_

Director Ozpin, head of Beacon, sat in the infirmary and handed a small cup of water to agent Azuline, holding it still so she could sip without moving her arms, his expression unusually serious to anyone who knew the usually low-key administrator.

"Agent," he said softly, "good to have you back in one piece."

Ozpin was trying to stay positive for her sake, but calling it one piece might have been a bit much. When Azuline had appeared on their doorstep the evening before, incoherently sobbing and coated in her own blood, it had been a major guess if she would even live out the night. As it was, her career was, despite Ozpin's attempt to maintain good cheer, almost certainly over. All four of her limbs had been either heavily lacerated or broken, and infections had set in. It was still very likely she would lose her right arm, and even if gangrene had not set in, it would never be the same. Her days of fieldwork were over, and it remained to be seen if a deskjob would interest her after the day before.

Or really, being around Beacon at all.

Still, she responded to his words better than he'd have hoped after taking in a few drops of water with obvious pain. "Not... one... piece. Sir. But more... than I hoped."

"I've asked Agents Xiao Long and Rose to sit in with us. I've asked their teams to handle the counterattack against... whatever did this," Ozpin said softly, gesturing to the two sisters sitting in the corners of the infirmary, Ruby's face a mask of worry and Yang's set in an expression of cold rage. "Please. Any information you could give..."

"I can't... say much. It was... a faunus. A big one. Biggest I... ever saw. Gorilla, I think. Something... huge like that," she said, the words coming slowly and raspily. "And he was... crazy. The... the gorilla ones are usually... calm. He must be... White Fang," she said, naming the Faunus extremist group that had been behind a number of similar attacks in the past. Usually White Fang operatives proudly claimed responsibility for the chaos they sowed, and the killings Marilla and her partner had been looking into had been far more discrete than that, but Ozpin had to admit it was plausible. A Faunus could be a coldhearted serial killer just as much as any human could, but in general having White Fang protection let them get away with a lot more, so long as they restricted their targets to humans... or, apparently, agents of Beacon. "We never... saw it coming. It jumped down on us off the roofs... ripped up my arm... k-killed... killed..." she stopped, tears welling up in her eyes. "Oh God. Oh God..."

"It's okay, Azzie. We know," Ruby said gently. She and the other agent were not exactly friends (Ruby wasn't a social butterfly) but she'd seen her around HQ, had classes with her in the academy... seeing her like this hurt. "We'll get him. I promise."

"T...thank you. I just... I wish I could... go with you," she said softly. "We... we found it... three. Three hours... south. You know the area. Lots of... residential area. Apartments, houses, motels. Prey. Barely... barely made it back alive. Long trip."

"We can get there faster, if we need to," Yang said, very softly. "I don't want it to change its hunting ground. Not before I get the chance to rip its teeth out."

"Yang!" Ruby scolded. "Now is _not _the time!"

"N-no..." the woman in the bed said, her eyes hard. "Rip out... a few for me."

Yang smiled grimly. "On it. Nobody touches one of ours and gets away with it."

Ozpin turned to the two agents and said, "Two of ours, Xiao Long. Two of ours. I will be blunt. I want this creature found, and I want it _dead_. Arc and Nikos are in the field and approaching from the south. Lie and Valkyrie have been contacted to report in as soon as they get back from Canada, but don't assume they'll make it in time. It will be the four of you. Can you _handle _it?"

"No better hunter than Blake, sir. We won't be taken off-guard," Yang said flatly. "And there's no other way to kill me."

Ruby coughed.

"Oh, and Ruby will help."

Ozpin sighed, suddenly looking very, very old. "Just... be careful," he said softly, laying a hand on Marilla's as her eyes closed in exhaustion. "I don't want anyone else taking up a bed in here with her if we can avoid it.

"And... and if you can find Antony..."

Without another word, Ruby and Yang nodded and left the room at a brisk walk that would become a sprint as soon as they were out of sight.

Ozpin sighed once again, before following them out.

White Fang, then. Openly moving, and against Beacon...

It had been awhile since things had looked this dark.

(*)

Blake Belladonna sniffed the air, and said, "Okay, this is weird."

"You say this like everything we have ever, ever done was not weird," Weiss snapped, reminding Blake why she did not like _working _with the Schnee heiress. It wasn't like Weiss was really _mean, _per se, but she very clearly had no patience for anyone other than Yang and very occasionally Ruby... and Blake was very strongly beginning to suspect that patience for Yang was mostly due to them nailing each other. Yang had not confirmed this, because she was the sort who would keep a painfully obvious secret until she could 'reveal' it in a way she deemed suitably dramatic (probably with a banner), but frankly she _smelled _like it.

If it got Yang to stop hitting on anything that walked in her field of vision, it was great. But it was a shame that it hadn't got Weiss to be a little more sociable.

"What's weird," Blake said, for the sake of cooperation, "Is that I don't _smell _anything."

"I smell garbage. Because we're in a filthy alley. Why is it that Ruby and Yang got to check out the rooftops while we root in the trash?"

"No, I mean..." Blake said, fighting the urge to snarl in the girl's face that they had done this because they were on a high-alert combat mission against something that had taken out two agents, and if they had to split up it was best to make sure that Ruby, the physically weakest member of the team, should be paired with the one who was best able to tear a grizzly bear to pieces unarmed. Or that Yang was furious, and Ruby was the one person who could keep her from exploding better than her own partner. Or that Yang didn't get a lot of _work _done when Weiss was around. But that would have been petty toward the self-centered brat.

And Blake was never petty, certainly.

"What I mean is... well, a Faunus in its animal form has a very distinct odor. In human form they smell just like anyone else, in their transformed state, there's no way to mistake them for a normal animal. Like... like, a gorilla smells like a gorilla, but a gorilla that lives in a condo and takes baths every day smells like nothing in nature," Blake said. "For instance, I can smell Antony was here very clearly without even turning myself. But no sign of anything else."

Weiss blinked. "Are you saying he wasn't killed by another Faunus after all?"

"Unless you're saying this wasn't the scene of his death? Yes." Blake very carefully did not look directly at the massive, still only partially dried stain covering the alley floor.

Weiss fell silent for a few moments, pondering this. "Okaaaay... well. We really had only Azuline's best guess to work on, and she was not... exactly in the best shape. I guess that's _good, _in a way, means White Fang wasn't involved after all, eh?"

Blake did not visibly react, beyond saying, "Yes, I suppose."

"So what _do _you smell?"

"Like I said... _nothing_. No sign of anything in this alley except Antony and Marilla," Blake said. "Rats and the like, but... actually, not as many of those as I'd expect, given the amount of blood we're finding. Certainly nothing that could kill a full-grown lion Faunus in his beast form."

Weiss raised an eyebrow. "So. You're suggesting that whatever attacked them has no _scent_?"

"Basically."

"Sooooo... what could it be?" Weiss asked, curious despite herself. There _was _an investigator under all the prickles after all.

Blake sighed. "Well. Given that I can't smell it, I'm just going to have to restrict myself to 'large and strong' on that front."

"You are clearly the defining master of investigative action."

"I hate you." Blake said idly. "But we have a few other leads. For instance, whatever it was, it came back after Agent Azuline wounded it and escaped and took Antony's body with it. So..."

Weiss winced. "A corpse eater, you think?"

"Unfortunately, plausible," Blake said with an answering wince. "Not sure what kind though. Too big for a ghoul, too strong for a wendigo... besides, they're anything but subtle. No way one wouldn't have been caught a long time ago."

Weiss winced again. "I hate the mysterious ones. Price of specializing, I guess."

"Let's hook up with Yang and Ruby, compare notes. See if we GAAAAAH!"

This last, it must be noted, was because Yang had dropped off the roof of the building to land directly between her and Weiss.

"Nothing up there that we could find, but we _did _see something interesting," Yang said.

"_The Hell, Yang?!" _Weiss screamed, the half-Yuki Onna holding a bolt of frozen death in her hand, ready to throw.

"Didn't feel like climbing. In a hurry," Yang said. Then, because she was still Yang, she smiled slightly and said, "You're cute when you're angry."

"_Then I must be very cute!" _Weiss shrieked, a bit of a hysterical edge to her tone.

"Blake, the street three blocks over is closed. Ruby went to check in, and it looks like something literally punched its way up from out of the sewers," Yang said, ignoring the girl who was _probably _her girlfriend but she wouldn't confirm it because she was awful. "Maybe some sign of what we're looking for is over there."

"You _let Ruby go off alone while we're on alert?!" _Blake snarled, turning into a sprint in the direction Yang had indicated.

Yang _almost _smiled. "She's got it _bad_. Come on Frost Dragon, we need to take a looksie too."

"I hate you so much," Weiss murmured as she followed Yang, trying very hard not to stare at her ass.

"Yeah, but in a good way."

(*)

Ruby Rose hung by her ankles into the sewers, her expression one of upside-down confusion.

"I... don't get it," she said to nobody in particular, before getting the worst possible thing to get when talking to oneself: an answer.

"What...don't...you...get?" Blake asked, gasping for breath as she looked down on Ruby.

"GAH! _Blake where did you come from?!_" Ruby asked, suddenly keenly aware she looked like a _complete _doofus.

"Sprinted three...blocks. Your dumbass sister... left you alone."

"I... _can _take care of myself, you know," Ruby said, very much aware that she did not look like it and hoping that Blake assumed her blush was just the result of all the blood rushing to her head from being upside-down.

"So could... Antony and Marilla."

Ruby winced, flipping herself out of the sewer opening to look Blake in the eyes, even as Weiss and Yang jogged up behind her. "Okay, good point. But I _did _find something, so it was worth the risk, right?"

"Not _remotely _you little red maniac!" Weiss snapped. "You could have been killed!" Awwww, Weiss was upset too. She was so angry she wasn't even staring at Yang's butt!

(Unlike Blake, Ruby was fully aware that Yang and Weiss were not an item... _yet. _The way Yang was pursuing her and the way Weiss responded, it was inevitable... but for the moment, Weiss was actually resisting admirably. Ruby was rather proud of her partner; Dragons tended to be the sexual equivalent of a freight train, in that if you were in their path resistance was pretty much futile. She had long ago lost track of the number of girls who were 'straight except for Yang' or guys who were 'gay except for Yang,' and Weiss... well, Weiss was a girl who was just plain not straight. She really had no prayer, but Ruby was really happy she had the willpower to resist. Made her a good partner.)

"Are you guys gonna keep yelling, or are you going to let her tell us what she found?" Yang asked. Good old Yang! She could always be trusted to understand that running off half-cocked was sometimes the right option (And if Ruby'd had a dirtier mind, she would almost definitely have thought something about Yang definitely being fully 'cocked' very often, but alas, she was an _oddly _innocent soul considering her family and career).

"The sewers," Ruby said proudly, "are too small."

"... Okay, you can yell at her again."

"No, no! I mean..." Ruby said, gesturing into the hole, "They are too small for whatever made this hole to have been down in there! It's not like on TV, y'know? Sewer tunnels aren't _big_. It's all pipes and cables down there. Nothing big enough to have punched this hole could have been down in there. But it definitely was; there's no sign of an explosion, and more importantly there's... well." Ruby coughed. "There's... blood. A decent amount. Water from the burst pipes washed some of it away, but I found enough to confirm."

"So this _is _connected," Weiss said, a hint of approval in her tone. "Okay, sniffer, get down there and poke your nose around."

"... I'm not your bloodhound, Schnee," Blake said.

"Oh, I fully agree. You see, bloodhounds are _obedient_. Now get down there and look for clues before I freeze your whiskers off."

"Weiss!" Ruby snapped, stepping in on behalf of her secret crush that everyone except Blake knew about.

"... _Please_," Weiss droned out half-heartedly, prompting Ruby to smile approvingly.

Blake, murmuring something about uneven division of labor and her culture being taken advantage of, climbed down into the hole and sniffed around. As she did, her features shifted slightly... her eyes grew slightly more golden and the pupils narrowed to slits, a thin layer of black fur became just barely visible on her skin. She couldn't help it... the odors down here were _strong. _One of the pipes had evidently been for raw sewage, and if she wanted to pull anything of value out of it she would need a sharper nose than she had.

"Blood, obviously," she whispered. "Marilla. And gunpowder. I think this is where she made her final stand. If I'm recalling right, she claimed she wounded it and it fled after mauling her? It fits, but I'm not sure how this helps... wait. Can one of you like... hold onto my ankles and lower me down? I think I see something."

Obligingly, Yang stepped forward, being the one of them who could lift Blake with one hand while probably doing something totally inappropriate with the other. "A little lower," Blake muttered. "A liiiiiittle lower..."

"That's what _she _said."

"Xiao Long, I _will _end you," Blake said, snatching up the little piece of metal she had spotted. "It was caught under some twisted metal, and I couldn't get a good... oh, God."

"What? What is it?" Ruby asked. "... Oh God."

It was a finger.

At this point it had only been there a day or so, and as such rot was still fairly minor. Worse than it should have been due to the moisture and bacteria in the pit, but little enough that it was still obviously a severed human finger, and from a slender hand. The glint of metal that had drawn Blake's eye to it was revealed to be a ring, still attached against all odds.

"Oh, God. Oh, Marilla..." Ruby said, horror stealing the color from her face. "Oh, I'm so sorry. I swear we'll catch this thing. I swear it. Nobody does this to one of us. Nobody."

"She's lucky to be alive," Weiss said comfortingly. "Focus on that, at least. It makes it a little better."

"Not much," Blake said. "We know that whatever it is, it can apparently change its size and probably shape at will, if it got at her from under the street like that. But I still can't _smell _it. It has no scent at all, and that means I have no obvious way to track it. Especially not if..."

"It's at Beacon," Yang said, her eyes wide with some combination of fear and fury.

"Eh? Yang, what-"

"_Marilla didn't lose a finger, Blake," _Yang said.

"W... what?"

"You didn't see her in the infirmary. I did," Yang snarled, her eyes going red as rage and shame fought for control of her face. "She had all her fingers. That person in the bed_ wasn't her." _

The four women fell silent for a few long seconds, before turning as one to sprint back to their car, keenly aware they were already too late.

(*)

At Beacon, Ozpin stepped into the Infirmary with a small book. He had other work to do, of course, he always did, but nothing more important than this. He gave off the impression of coldness, he knew, but really, all the agents of Beacon were like children to him. He suffered when they suffered, and Agent Azuline had been suffering greatly. He thought perhaps, if she could not sleep, it might help to have a distraction and some company.

He knocked lightly on the infirmary door. "Dr. Madsen? I was wondering if Agent Azuline was up to a brief visit. I know she should be resting, but I also know how hard it is for a woman of action to accept bed rest."

No answer.

Ozpin frowned. Was she out? No, with a patient in intensive care, at least one medic should be on-site, even if Dr. Madsen herself was not. He knocked again. "Excuse me? Doctor, I..."

"Can I help you, sir?" the doctor asked, stepping up behind him. She was an older, matronly woman; probably a decade or so beyond Ozpin (who, admittedly, looked younger than he actually was, but that was another story), and had the air of someone who seemed to blame the ill for being sick. It was said that Agents of Beacon were traditionally so healthy because being in her care was so horrifying that fear kept the germs away. Still, she was a consumate professional, and Ozpin was shocked to find her away from her post.

"I was stopping by to check on Agent Azuline, and nobody answered. I was actually about to go looking for you and determine why a critical patient would be left alone."

The doctor narrowed her dark eyes and pushed lock of iron-gray hair off her forehead. "She would _not. _Nurse O'Fee is with her. And she will be in a _lot _of trouble if she is slacking off."

Ozpin sighed in relief. Nurse O'Fee's face came into his mind; a young sheep Faunus, just barely into her twenties, working with Beacon as part of a program to put her through medical school, something many Faunus had difficulty doing. Young, a bit silly, and perhaps too flighty to be a medical professional, but intelligent and fully capable of doing her job if she focused. She probably _was _just caught up checking something or other, and hadn't heard the knock. Without further discussion, the doctor pushed open the door and Ozpin followed her.

Nurse O'Fee stood in the center of the room, just as he had remembered her; a tiny woman, looking like she was in her teens despite being at least twenty, and only about five feet tall. Slender and pretty, with fluffy white hair the texture of wool and a pair of rounded sheep ears, she was possibly the least threatening young woman in Beacon, particularly dressed in her very pink Nurse's scrubs.

Which made the blood on her mouth, and hands, and splattered across her torso, somewhat hard to process.

The young woman turned to the door, an expression of supreme disinterest on her face as she licked blood from her fingers and smiled. "Oh. Hello, doctor. I wish you'd told me you were taking a short lunch... I wasn't expecting visitors just yet. I was hoping to be all finished up here and moving on to somewhere more populated by the time you got back."

"What... what..." Doctor Madsen stammered out, her eyes wide with utter horror. Ozpin, however, had already begun taking in the rest of the room.

Agent Azuline was gone from her bed, her bandages and patient's gown discarded. At Nurse O'Fee's feet, a bloodied body lay, and while its face and most of the head were simply _gone_, a thick pool of dark blood in their place, enough remained for Ozpin to recognize the body type and see that beneath the layer of blood, the scrubs it wore were pink.

The thing that was not Nurse O'Fee stepped toward them, smiling a smile that stretched far too widely across her face to be human, her eyes turning a poisonous, shimmering green as her hand stretched and elongated into a writhing tentacle of flesh, ending in a vicious bone hook. "But I guess I'll just need to have a bigger lunch than planned."

Director Ozpin reacted to this in the only way a man in his position reasonably could, of course: he drew the sidearm hidden in his coat and opened fire.

It was not the largest gun in the world, of course, a small snub-nosed revolver. But then again, Ozpin did not carry what anyone would call 'normal' bullets, either, and the lack of caliber was made up by the rounds; each one silver, blessed by a priest of his acquaintance and engraved with Dust.

The thing that had murdered three of his personnel was barely ten feet away, and every round hit. The bullets slammed into soft tissue, ripping in, and the holy fire on the rounds ignited the thing's putrid flesh, raging over its body like it was soaked in napalm. And as they did, Ozpin got his first view of what it _really _looked like... the glow in its eyes grew more brilliant, cracking through the skin of its face, and the soft flesh and curly hair of the Faunus whose face it had stolen dissolved into thick scales under a coating of putrid yellow-brown fur that somehow seemed... solid and liquid at the same time, shifting slightly of its own volition, independent of the flames coating it.

_Ah, _he thought, his stomach falling. _A skinwalker. _

The flames flickered out and the skinwalker's hide shimmered and flowed back into the form of the dead nurse, a horrible smirk on her face. "Oh, my, my, _my_. I thought all the ones with teeth were out. This is. A. _Problem! _How can I slaughter all of the tiny little mice and make the field agents _lash _out at White Fang in a _frrrrrrrrrrenzy _if they have such a big strong defender?"

Her smile spread, revealing three layers of sharklike fangs. "Oh, wait, _I know._"

Ozpin turned to the doctor and said, "We should run now."

They ran.

Doctor Madsen slammed the door and scrambled the infirmary lock behind them, only to jump back and scream as a serrated spine tore through it, stopping inches from her face.

"A bold effort, doctor, but I fear that won't stop it for long. I'm afraid we have a great deal of running to do," Ozpin said, grabbing the doctor's hand and pulling her along. He flipped open the top of his cane (as if he needed it to walk!) and pressed one of buttons inside. Panic alarms began to blare across the compound, calling for all non-combat personnel to evacuate or get to hardened shelters; it likely wouldn't delay a skinwalker very much, but every second counted now. The alarm also sent out a general distress call, contacting all combat agents within a hundred miles to converge on HQ ready for battle.

This, unfortunately, was not many. Rose's and Xiao Long's teams were three hours away by car, Nikos's most likely closer to _them _than to Beacon at this point, and he didn't actually _know _where Lie and Valkyrie were; they were subcontracted independents rather than actual agents, and did not often let him know their plans when they weren't on his payroll at the moment.

_Must change that if we can arrange it. Some kind of sign-in sheet,_ _maybe? _He pondered as he ran down the hall, stopping only to wince when he heard the sound of the infirmary door being ripped off its hinges.

It had been a steel security door, of the same sort on the combat shelters. His people were not safe.

Cursing under his breath, Ozpin changed direction, saying, "Doctor! Head to the exit and do not stop! It will follow me!" and not stopping to see if she had actually listened. His original plan had been to take the doctor to the exit, but sadly this was not possible; she was at risk, but so was everyone else in the building. He needed to reach the armory. He wouldn't be able to kill it, but he could at least distract-

A tentacle, coated in thick scales and a thick mucus, slammed through the wall directly in front of him and cutting off his path. He watched in a combination of disgust and rage as the tentacle thickened, pulsed, and _flowed _out of the wall, growing back into the shape of the nurse. It seemed fond of her, perhaps because as its last meal, her skin was still fresh in its sick mind. It smiled at him, clacking long black claws together as they grew from the tips of its fingers. "Hell-oooooo. Bad mousie, _bad _mousie, setting me on fire and just. Running. _Away_. Was this not rude? Do I not have a right to feed as any creature would?"

Ozpin sighed and snapped his cane, revealing a three-foot blade carved with runes that glowed faintly, and stepped forward, swinging the weapon in at the thing's neck. The skin hissed where the metal touched it and the head flew free, fountaining black blood... which then grew into a slick tendril of flesh and snapped out to catch the head, which continued to smile.

"Silly boy. As if I keep my mind in such a place!" the skinwalker said cheerfully. "Perhaps next time you should aim for the heart."

Ozpin, never being one to argue, slammed the blade home through the thing's chest.

"Which is _not there_," the skinwalker said, gripping his blade in one clawed and snapping the steel.

"Well. It was worth a try," Ozpin said mildly.

"It's okay," the thing said, drawing its head back onto its shoulder and running a thick black tongue along its lips. "It wouldn't have worked anyway."

"I know. I've seen your type before, skinwalker," he said, stepping back, trying to keep the thing talking. They _loved _suffering, loved feeling smarter than their prey. This usually manifested in killing them in bizarrely unexpected ways, of course, but it could, if you were lucky, show up in getting them to chat.

"And you yet live? I find this hard to believe," the thing said cheerfully, a row of serrated barbs beginning to burst from under the skin up and down its arms. "Not that it would matter either way. Come, director. You have no weapons, no armor. Your skin will be very useful, as part of me. The brave Ozpin who drove off the monster! All the little mousies will come _scurrying _out to see me. And I _shaaaall _put on a show."

Ozpin winced. "Not how I was hoping to die."

"I'm terribly sorry I will be killing your dream, then," the skinwalker purred. "... Well, not really."

The creature raised its hand, the creamy flesh between the barbed spines melting into dark scales, the entire limb becoming like a club...

And a massive reptilian head with golden scales and a mane seemingly made of flames rippling around it, smashed through the ceiling and closed around the skinwalker's torso, tearing it off its feet and out through the hole it had torn in the ceiling.

Ozpin blinked a few times in surprise as Ruby and Blake dropped in through the hole that Yang had smashed. "Ladies. I only sounded the alarm a few minutes ago. How did you get back here this fast?"

Ruby's smiled. "Oh, we were on our way half an hour before the alarm started. We were getting into sight of the building as it went off. After that we just needed to aim where Yang sensed evil. It's a dragon thing."

"... I thought it was a three-hour drive."

Ruby pointed up through the hole and smiled at the sound of her sister's roar. "And a half-hour flight."

"Which... by the way..." Blake muttered, clearly a little dizzy. "_Never _doing that again. Sir."

(*)

Yang drew the creature up into the sky, letting dragonfire fill her mouth as she clamped down her jaws on it, fully intent on ripping the whatever-it-was to pieces and turning the pieces to ash.

Unfortunately, the whatever-it-was had other ideas.

The thing just kind of _flowed _between her teeth, like trying to bite liquid mercury. Tendrils of flesh lashed out of her mouth, snapping at her face with razor tips, ripping at her scales and mane. She roared in protest, the flames growing more intense in her mouth, but the abomination remained _annoyingly _fireproof, continuing to snap at her face. A razor-edged tendril came _dangerously _close to tearing her eye out of its socket, and she decided that having this thing in her mouth was _definitely _a bad idea.

New plan.

The HQ building was Diving at the courtyard in the center of HQ, she spat the thing out with all the force she could muster, sending it to slam into the concrete at speeds comparable to a bullet, and came to a landing herself, shifting back into her human form.

She heard a soft thunk behind her, followed by Weiss saying, "Never... doing... that... again..." as the dragon she had been clinging to for dear life suddenly became empty air, coming to her feet in a shaky sort of way.

"Oh. Um. Sorry, forgot you were back there," Yang admitted, smiling apologetically.

"Hate you. Hate you so much."

"Yeah, but it's a _sexy _hate," Yang said. "... _DUCK!" _

She dove, knocking Weiss out of the way as a morningstar made of bone and slick black flesh slammed into the concrete where Weiss had been standing. Yang spun on her heels, Weiss in her arms like the amazing adorable princess in distress she was (_score!_), to face the creature.

Her flames had scorched and blackened huge chunks of its flesh, and they sloughed off to be replaced by new, 'healthy' growths almost immediately. Its body was a rapidly shifting mass of bone, fur, and scales that flowed like liquid into sickening new forms, and its face was a twisted chimera that looked like the unholy spawn of a wolf, crocodile, and lion, all fangs and massive jaws.

"I. Have. Your. Blood," it purred, its voice sounding _distressingly _feminine and cute. It waved a tendril, licking a dark substance off it, and began to change again, shrinking in on itself until it was no larger than Yang herself, its body a grotesque mockery of her beauty. Curved and feminine, as tall and lush as Yang's own human form, but in every other way it was a sick opposite; its skin glistening black scales, its eyes empty pits that faintly glowed with emerald light, its mouth a fang-lined rictus grin, its hair a mass of fleshy tendrils that writhed like snakes. It raised its hands, and sickly green flames lit up in its palms. "Not your skin, yet, but I've taken enough to be what you _are. _On the inside. It's _delicious..." _

"Well. That's... bad," Yang admitted, flames igniting in her own palms as she set Weiss down. "Weiss, you should run. I think it... _ate _some of my powers after it cut me. I don't want you caught in the crossfire."

The other woman smirked at her, specks of frost dancing between her fingers. "How sweet. But seeing as the last thing the universe needs is a _worse _version of you running around, I think it's my sacred duty to make sure this thing dies."

"... Harsh, Frost Dragon."

(*)

"Okay, they've brought it down to the ground," Ruby said. "Blake, come on, we need to help them out..."

"You can't kill it, it's immortal," Ozpin said flatly. "Get to the armory. You'll need heavier armament. Try to distract it, force it to reform itself as many times as you can. Your only hope is to exhaust it, stop it from feeding. It's a spiritual being that exists in the flesh it steals, and if you force it to use that up, it will have no choice but to withdraw."

"... by going to the armory, then!" Ruby said. "Just so we're clear, director, just what _are _we allowed to take out of the armory?"

"Ms. Rose, what _are _you going on about?"

"Well... I mean..." Ruby asked, her expression torn between worry for Yang and the glee of a child on Christmas. "Some of the stuff near the back. The _restricted _section."

"She's wants to know if she can bring out the stuff she's never been allowed to play with, sir," Blake said helpfully.

"Blaaaaaaaaake! I wasn't gonna _put it _like that!" Ruby protested.

"This is a threat of the highest level, Rose. Take whatever you can carry."

She squealed in glee. "The musket that killed Stonewall Jackson? The Illuminati-designed minigun with runic-carved anti-spectral shells? The .454 Casull made from the melted-down silver cross from Lancester Church?!"

"If you can carry them, yes."

A thought struck Ruby, a thought that filled her with such glee that she could barely contain it. "The... the _Davy Crockett?" _Ruby whispered reverently, her smile so wide it looked like her head would split in half. It was _eerily _reminiscent of the skinwalker, only happy instead of evil.

"... if you believe you can fire it without blowing up the building, yes. We did remove the... _worst _aspects of it, I suppose, so it should be safe...ish..."

"Yeeeeeeeeeeeeeeeeeeeeeeesssssssssss!" Ruby squealed, grabbing Blake's hand and dragging her off to the armory.

Ozpin sighed. "My, we do manage to recruit the odd ones."

(*)

Yang dove in, her fist burning with fire and righteous fury as she charged the foe, just as she had a million times in the past.

The righteous fury might have been past its expiration date, however, as the twisted creature caught her arm in mid-swing, lifted her up by it, and whipped her into the paved walkways of the courtyard with enough force to shatter them. And then to make matters worse (and of course they got worse, it was her life) she could _feel _it doing more than gripping her. There were a thousand tiny fangs in the thing's skin, like a shark, trying to dig into her body and take more of blood, more of _herself_...

The thing hissed as a sudden chill took the air, spears of ice impaling it as Weiss joined her efforts. The creature had been focused on Yang without putting much thought into her, so she'd been knocked off-balance. Weiss was, however, not an idiot, and had realized that if Yang literally chewing it up and spitting it out wasn't going to kill this thing, she didn't have much chance to do so by stabbing it. And so, while she distracted it with a big, flashy, rain of shimmering icicles... she also hid a little present in there. A slender, almost monomolecular blade of ice that was barely visible slashed in along with the more obvious blades; only one, given how difficult it was to make such a construct, but put to very good use.

Yang flipped backward as Weiss's attack severed the thing's arm, ripping it off as she did, drops of her blood still clinging to it, and shook her head to clear it. "Thanks, kitten."

"Don't call me that," Weiss snarled as the creature's arm melted into a black ooze that soaked up into the creature's feet. The drops of Yang's blood on it melded in seamlessly, and the fleshy 'hair' that writhed on its head took on a sickly yellow tone as the light in its eyes became red.

"Yum," it said, raising its regrown arms. Ring-shaped mouths lined with teeth opened on its palms, and from them twin waves of emerald flame roared out at the two women.

Cursing under her breath, Weiss slammed her palms into the ground, knowing full well she couldn't call up a wall of ice that could deflect the flames if they were as strong as Yang's; even a pureblooded Yuki-onna would have a Hell of a time deflecting a dragon's fire. She _could, _however, take the bite out. Rather than a wall, what emerged was a veil of winter mist, as close to absolute zero as she could manage. Sweat ran down her brow from the exertion and instantly froze from the sheer cold of it, as the poisonous fire flickered with the chill taking the bite out of it...

And Yang countered.

Weiss released her barrier just as Yang unleashed her fire, ensuring that it didn't draw the heat from Yang's counterattack. The golden flame overwhelmed the green, a coherent jet of dragonfire that tore into the mockery and searing it black. Pounds of flesh sloughed off it, scorched down charcoal... and were instantly replaced by fresh, new, slick scales.

"Ouch," it said. More mouths opened across its body, filling with fangs and green flames.

"This... could be going better," Yang said.

(*)

Ruby walked through the cornucopia of mayhem that was the armory, smiling like a child in a candy store.

"Just _look _at them Blake," she whispered in glee. "Each one more deadly than the last. The _restricted _section. These are weapons of ancient power and glory, weapons of magic and sorcery, weapons forged of Dust and the darkest dreams of man. Aren't they _beautiful_?"

"Ruby, I can hear your sister getting beaten up outside, I think we might need to hurry," Blake said, standing a few steps back from the younger woman.

"Look! Hitler's sidearm!" Ruby said gleefully, lifting up a Luger. "It absorbed his evil, you know. No holy being can withstand it."

"That doesn't sound like it would be much help to us... or anyone..."

"Oh! Oh! And this sword? _Durendal. _Yeah. And that AK-47 in the back uses bullets made from Peter the Great's crown! And this dagger was used to kill Julius Caesar, oh I can't _wait _to..."

"Ruby! Focus!"

Ruby shook her head, trying to ignore her first love in favor of her second. "You're right, of course. We're here for something in particular, something..."

Then she saw it.

"Oh, yes," she whispered, blown away, her body and soul alike shivering with anticipation. "Yes, this will do."

"Can... can you even lift that thing?" Blake asked.

"How could I _not _lift it, Blake?" Ruby asked. "How could I _not_."

(*)

Weiss and Yang stood side-by-side, both of them coated in small cuts and burns and gasping for air. Ice floes and small flames littered the courtyard, and what remained of it would not be giving much of anyone a lot of peace and comfort.

"I... blame... you," Weiss gasped out.

"How... is this... my fault?!" Yang asked.

"You're the one... who tried... to eat it."

"You are... lucky that... you're hot when you're... bitchy."

"I will... kick your ass... if this thing... leaves you one... to kick."

The monster strode forward, black frost dancing on one hand and green flame on the other, it's features a melted, misshapen mix of Yang's and Weiss's, the fleshy tendrils of its 'hair' alternating silver and gold. "Delicious girls. Delicious, delicious. Such blood. I will taste savor your flesh and wear your skins like fine cloaks. _Delicious_."

"... I... don't like... this thing." Yang said.

"I... thought you'd like it. It's naked and... _mostly_ shaped like a woman."

"So hot. So _bitchy_. Best girl... ever."

"Oh... shut uuuuuuuuuuuuuuuuuuAAAAAAAAAAAAA-" Weiss said. This, it must be noted, was due to a giant panther bounding over the creature's head and tackling her.

"_What the what?! _She squeaked, gripping the animal's fur instinctively as it carried her away from the monster. "_Blake?! What are you _doing?!"

"Grrrrrr..." Blake said.

"... Right. Cat," she said, sighing in annoyance as Blake shifted the struggling girl onto her back so she could shoulder-check open a door on the ground floor and dive down a hallway, seemingly seeking to get as far from the courtyard as physically possible.

Yang and, against all odds, the skinwalker watched in something that could almost be called bemusement. It was just... not the kind of scene you saw everyday, was all. "What... what the..."

"Yang! Run!" came Ruby's voice from a window on the third floor. She was leveling out the window, directly at the skinwalker... well...

You could not call it a cannon, solely because it did not have an empty barrel on the end, but instead ended in a kind of bulb. It was about a foot longer than Ruby was tall, the sort of gun that should _probably _be mounted on some kind of stabilizing device but which Ruby had chosen to just carry, with a kind of manic smile on her face.

"Are you serious, young lady?" the creature asked, its features smiling up at the girl in a parody of her sister's warm grins. "The flames of a dragon cannot burn me, the ice of a frost spirit cannot freeze me. I am eternal and immortal. Do you believe you have _any _hope with some... ridiculous mortal weapon? Come now. Surely you must know you are all doomed."

Ruby just kept smiling and took careful aim.

"Child, please," the creature said smugly, its arms elongating into spiked tendrils that shimmered with alternating flame and crackling frost. "has fear taken your mind? Have you not even any last words for after your silly. Human. Weapon. _Fails_?"

Ruby just smiled at the sight of her sister diving into the door that Blake had smashed open, and, "How about 'Remember the Alamo'?" and pressed the firing trigger.

The M-29 Davy Crockett rifle was a weapon intended for launching nuclear grenades. Ruby had wanted one since she was five years old, and while she was not exactly happy with the fact that Ozpin had had the plutonium core in the M388 mini-nuke removed and disposed of (it would have made a mushroom cloud!) she was not exactly _displeased_.

After all, a core of weapons-grade Dust was a _nice _replacement.

She dove for cover as soon as the weapon left the rifle, recognizing that realistically, it did not so much matter if she hit the thing or not. The explosion was monstrous, filling the entirety of the courtyard and in fact tearing the walls off the buildings on all four sides; Ruby could feel the heat and wind right through the desk she had taken cover behind, and more to the point could feel the desk _moving _and slamming her against the wall with rib-breaking force.

She had to fight her natural urge to squeal in delight. _Best. Gun. EVER! _She thought in delight, promising to give Crescent and Rose, her sidearms, a thorough cleaning as repayment for a such an unfaithful thought. The explosion carried on for an _unusually _long time, the Dust in the explosive reacting oddly, as it was prone to do; a perfect half-sphere of crimson energy that roared in the open space of the courtyard, annihilating all it touchedand sending out pulsing shockwaves that tore into the building it bordered.

Finally, after what seemed like hours but was honestly probably only a few seconds (Ruby had trouble telling time when things this _awesome _were involved), the waves of light ceased. Ruby gingerly stood up and walked over to... well, to where the window had _used _to be, looking out through the giant hole.

The courtyard was, for all intents and purposes, _gone_, replaced by a massive glowing crater with edges as smooth as glass. And in the center of it, the skinwalker... _oozed_. There was no other word for it. The creature had no defined shape any longer, reduced to a puddle of bubbling gray slime that writhed and twisted in agony, occasionally taking on the vague shape of a tentacle or face, before falling back into the puddle, releasing an agonized moaning sound.

"Hehehehehehehehehehehehe," Ruby giggled, grinning like a kid on Christmas morning who has just seen a present larger than herself next to the tree. She then watched as her sister stormed out of the ruined building on the other side of the courtyard, wrath in her eyes and most of her on fire.

"_Ruby!_" she snarled. "_The Hell?!" _

"I know! I can't believe how great it was either!" Ruby squealed.

"_Warn me next time!_"

"I _said _run," Ruby said with a pout.

Grumbling under her breath about crazy sisters with gun fetishes (possibly the one fetish Yang had _never _understood), Yang slid down the edge of the crater, flame gathered in her fist, the hue of it turning from golden, to red, to pure, brilliant white as she moved. She stood over the writhing remains of the creature, still desperately trying to pull itself back together, and gave it possibly the most horrible smile she had ever had.

"I just want you to know," she said as she raised her fist, "that I am taking _years _worth of frustration over her obnoxious gun collection out on you right now."

As the dragonfire lit up the ruins of the courtyard, Ruby muttered, "My gun collection was less obnoxious than you bringing home a different date every weekend, big scaly jerk..."

(*)

"So it's not _dead_?" Yang asked in dismay. "We roasted it, froze it, nuked it, roasted it _again_, and it might come _back_?"

Ozpin smiled sadly as he looked over what remained of his courtyard. "Sadly, yes. A skinwalker is a spirit that animates the flesh of those it consumes. It cannot permanently die, only be banished from the physical world." he took a sip of his coffee. "Worry not, though. The terms of banishment are a century, if memory serves. By the time that particular skinwalker can be summoned into the mortal world again, we shall all be in our graves."

"How... comforting," Yang said doubtfully.

"You sound like you have some experience with these things, sir?" Ruby asked.

Ozpin winced. "Yes, a few. Glynda was with me at the time, which is why I am not dead. Loathsome creatures. One of a select few beings I would call 'pure evil' and mean it. Heartless, vindictive, cruel..."

"And summoned?" Blake asked.

"Hm?"

"You said it couldn't be 'summoned' for a century after we beat it," she said with a shrug. "And the way it tried to hoist the blame on White Fang... did someone send it to do this?"

"Most likely not," Ozpin said slowly. "They are very powerful and difficult to control. It is a rare practitioner who can manage to hold one in thrall long enough to make it perform a task. More likely it killed its own summoner long before we met it, and simply saw a chance to start a war between the people most likely to hunt it down and an organization they have a tense relationship with already."

"... But."

"But," Ozpin said softly, looking at the damage done to his headquarters, "we will have to keep our eyes open, Ms. Belladonna. This may have been an isolated incident...

"But we can't forget that every war has an opening salvo, either."

(*)

"Hm. Immortal spirit of pure terror? More like pure _pathetic. _When you summoned this thing, you promised me a _badass_. A sure massacre, enough to get Beacon and the White Fang at each other's throats," the man in the white suit said, lighting his cigar as he sat behind an expensive mahogany desk that did not at all match the warehouse it was placed in.

Truthfully, Roman Torchwick just loved the desk. He had one just like it in every one of the many, _many _buildings he owned, both as part of his official businesses and the ones like this, which mostly saw service in the many, _many _criminal undertakings he had a hand in. Growing up on the streets gave a man a taste for luxury.

The woman with the glowing orange eyes brushed her hair behind her ear and raised an eyebrow. "Do not forget your manners, Roman. I accept your trinkets, but I am not one of your lackeys. This is a partnership, and while it is not equal by any means, the inequality is not in the direction you presume. Little. Man."

"... Sorry. Sorry, just..."

"You're frustrated, I know," Cinder said, studying her nails. "Embroiling White Fang in a war they're not ready for would have given you _such _a market for your little weapons. But take heart... the war _is _inevitable, and we have certainly brought it closer. White Fang seeks Faunus in open dominance, Beacon seeks balance and secrecy. The two factions must inevitably collide. And the agents of Beacon have no way to trace the skinwalker back to us, no way to determine who sought their end. Lost in the fog, alone, beset on all sides by unseen foes. Wars have started over far, far less than paranoia. Your little conflict will come, in time."

"Right, after they're _ready _for it and already _have _their weaponry ready and won't be paying top dollar," Roman grumbled, but he did look slightly more cheerful at the reassurance. "But hey, that's business. You win some, you lose some. And it's not like we lose anything major from this particular setback."

"I did have to sacrifice five of your minions to summon the creature."

"I said 'major'."

Cinder laughed, a scent of flames filling the air with her amusement. "Ah, Roman. I knew there was a reason I do not obliterate you like the insect you are. You _do _make me laugh."

"And I make you rich. Don't forget that."

The woman smiled, and it was the grin of a satisfied predator. "Never."

The woman sauntered out of the building, and as she passed his desk, the flame on Torchwick's cigar flared up and reduced the entire thing to ash in his mouth.

Sighing in annoyance, he removed another from his cigar case and prepared a match. _Freaks, the lot of them. But... freaks that have their uses, gotta admit. Freaks that made me a lot of money._

_And hey, if all goes well, there will be a whole lot less of _them_ and a whole lot more of _it,_ soon enough. _

He lit the cigar, took a long drag, and breathed out, adding his breath to the cloud of smoke that already filled the air, curled around him like a living thing. He smiled, and closed his eyes to enjoy the moment.

The fog of war was only scary to someone who wasn't already used to finding his way through the cloud on instinct, after all.

(*)

**Author's Note: Oh, Agents of Beacon, it's been awhile since I've published you. **

**A fun, slightly fillery piece that gets a **_**little **_**of the overarching plot out. The final product has ********ended up… not nearly as dark as I planned it when I started. You can kinda tell that my mood was getting better as I was writing, huh? XD Well, I hope you all enjoyed it, and as always check my profile for additional works. Thanks for reading! **

******Now to update Chaos Theory. Ugh, just kill me...**


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